An investment in the Units involves a high degree of risk. In deciding whether to purchase Units, you should carefully consider the following risk factors. Any of the following risks could have a material adverse effect on the value of the Units you purchase and could cause you to lose all or part of the initial purchase price of your Units or future principal and interest payments you expect to receive.

Investment Risks

No Guarantee that Investment in Units will be Successful
The success of the Partnership and its objectives will depend on the efforts and abilities of the Partnership and on a number of other external factors such as, among other things, the general market, the general political and economic conditions that may prevail from time to time and many others, which factors are out of the control of the Partnership and the Partnership. There are no guarantees that the estimated and budgeted costs and timelines will be met.

No Market for the Units
This Offering Memorandum constitutes a private offering of the Units by the Partnership only in those jurisdictions where, and to those persons to whom, they may be lawfully offered for sale under exemptions in applicable securities laws. This Offering Memorandum is not, and under no circumstances is to be construed as a prospectus, advertisement or public offering of these Units. Unitholders to this Offering Memorandum will not have the benefit of a review of the material by any regulator or regulatory authority.

As the Units are being offered without the benefit of a prospectus, the Units will be subject to a number of resale restrictions, including a restriction on trading. The Units may not be resold or otherwise transferred unless the trading restriction expires or unless the Unitholder complies with very limited exemptions from the prospectus and registration requirements under applicable securities legislation. As the Partnership has no intention of becoming a reporting issuer in any jurisdiction in Canada, these restrictions in trading will not expire. Therefore, there is significant risk that Unitholders may be unable to liquidate their investment in the Units at any time prior to the end of the term of the Units. An investment in Units should only be considered by prospective Investors who do not require liquidity. See Item 10: Resale Restrictions.

In executing the Subscription Agreement, an investor agrees to comply with applicable securities legislation in connection with the purchase, holding and resale of any Units purchased.

Debt Asset Security Risk

The debt Investments will have a security interest over the allocated assets of the borrower. However, the existence of a security interest does not guarantee you will not suffer losses in the event of a default. The obligation that a Borrower incurs as part of an Investment transaction will be secured by at least one of:
• A specific security interest in one or more assets of a borrower;
• A general security interest in all assets of a borrower;
• A guarantee of a corporation; or
• A guarantee of an individual.

Furthermore, a borrower may obtain additional debt financing which may negatively affect the Borrower’s ability to repay the loan from the Partnership. In addition, the additional debt may adversely affect the Borrower’s creditworthiness generally and could result in the financial distress, insolvency, or bankruptcy of the Borrower. To the extent that the Borrower has or incurs other indebtedness and cannot pay all of its indebtedness, the Borrower may choose or be required to make payments to creditors other than the Partnership. An Investor may not be advised of any additional debt incurred by a Borrower or whether such debt is secured.

Prepayment Risk Debt Investments

In some instances, Borrowers may have the ability to repay their loan early with no repayment penalty. If a loan is repaid early, the Partnership will not be entitled to any interest that would have accrued over the remainder of the life of the Investment opportunity. Prepayment occurs when a Borrower pays some or all of the principal amount on an investment asset earlier than originally scheduled. A Borrower may decide to prepay all of the outstanding principal amount of its investment asset at any time and this may be without penalty. In the event of a prepayment of the outstanding principal amount of an Investment, you will receive your share of such prepayment, but further interest will not accrue after the date on which the prepayment is made. If a Borrower prepays a portion of the outstanding principal balance, the term of the investment asset will not change, but interest will cease to accrue on the prepaid portion and future monthly payment amounts, including interest, will be reduced. If a Borrower prepays, the Partnership may not be able to find a similar rate of return on another investment at the time at which the Investment is prepaid in full or in part.

Diversification Risk

The ability of the Partnership to diversify its investments will depend on the ultimate size of the Partnership relative to the size of the available investment opportunities. the Partnership expects to make investments in diverse industries but unforeseen circumstances may cause it to limit the number of investments, which would affect the Partnership’s ability to meet its investment objective. Furthermore, the General Partner may take more concentrated investment holdings in specialized industries, market sectors or in a limited number of companies. Investment in the Partnership involves greater risk and volatility since the performance of one particular sector, market or company could significantly and adversely affect the overall performance of the Partnership. Investors should assume that the insolvency of any of these companies could result in the loss of all or a substantial portion of assets held by or through such companies and/or the delay in the payment of distributions and redemption proceeds.

The composition of the loans and real estate in the Partnership may vary widely from time to time and may be concentrated by type of loan, industry or geography, resulting in the portfolio of loans being less diversified than anticipated. A lack of diversification may result in the Partnership being exposed to economic downturns or other events that have an adverse and disproportionate effect on particular types of security, industry or geography.

Borrower Fraud Risk

While the Partnership takes precautions to prevent Borrower fraud, it is possible that fraud may occur and adversely affect the ability to receive the principal and interest payments expected to be received by the Partnership. the Partnership uses identity and fraud checks from a third-party provider to verify each Borrower’s identity and credit history. Notwithstanding these efforts, there is a risk that fraud may occur and remain undetected by the Partnership.

Information Verification Risk

Information supplied by Borrowers may be inaccurate, misleading or false and should generally not be relied upon. the Partnership verifies information in accordance with industry practice but it may be inaccurate, misleading or false. Investors have a limited ability to obtain or verify Borrower information either before or after they purchase a Unit. Investors recourse in the event that information provided by the Borrower is false, misleading or inaccurate may be extremely limited. As the Partnership is not able to fully assess the veracity of this information, the information should not be considered as being factual nor should it be used as material in determining the market price and value of the Units.

Reliance on Key Personnel
The Partnership depends on the services of certain key personnel of the Manager. The loss of the services of any of these key personnel could have a material adverse effect on the Partnership. In addition, such key personnel of the Manager will continue to be employed by entities owned or controlled by the Manager or its affiliate and will not be required to devote their time exclusively to the affairs of the Partnership.

Risks Related to Investments in Real Estate

This is a blind pool offering.

This is a blind pool offering and therefore the gross proceeds of the Offering will ultimately be invested in the acquisition of real estate which has not yet been identified. Investors will have no say in the selection, negotiation, or acquisition of the real estate that the Partnership acquires.
The Partnership’s real estate investments will be subject to general and site-specific real estate risks.

Real estate historically has experienced significant fluctuations and cycles in value, and specific market conditions may result in reductions in the value of real property interests. The marketability and value of our real estate investments will depend on many factors including, but not limited to, the following:

• Changes in general or local economic conditions, particularly in the event of a recession which results in significant employment losses across different sectors of the economy.
• Changes in supply of, or demand for, competing properties near the Partnership’s real estate investments.
• An inability to secure sufficient financing on favourable terms.
• General tightening of the availability of credit.
• The promulgation and enforcement of governmental regulations relating to land-use and zoning restrictions, environmental protection and occupational safety.
• Authorizations or the adoption on the national, state or local level of more restrictive laws and governmental regulations, including more restrictive zoning, land use or environmental regulations and increased real estate taxes.
• Failure to sustain anticipated occupancy levels.
• Changes in any applicable tax code, real estate property tax rates and other operating expenses.
• A continuation of terrorist activities or other acts of violence or war in the United States of America or abroad or the occurrence of such activities or acts that impact the Partnership’s real estate investments or that may impact the general economy.
• Various uninsured or uninsurable risks.
• Acts of God and natural disasters (e.g. floods, tornadoes or underinsured or uninsured natural disasters).
• Adverse developments concerning tenants, which could affect the ability to collect rent and execute lease/occupancy agreements or renewals.
• Trends in real estate that may adversely affect future demand.

In addition, general economic conditions, as well as conditions of domestic and international financial markets, may adversely affect the operations and returns from the Partnership’s real estate investments, which would in turn adversely affect the Partnership.

Many real estate costs are fixed, even if income from a given investment decreases.

A major risk of investing in real estate, or in an entity whose assets are significantly concentrated in real estate, is the possibility that a property, following development, will not generate cash flow sufficient to meet operating expenses. There can be no assurance that, at any time after acquisition and/or the completion of the Partnership’s development activities, a real estate investment will be substantially occupied at favourable rents. In addition, projected occupancy rates may be achievable only at rental rates less than those projected, or projected rental rates may not be achievable due to changes in market conditions or other reasons. Decreases in actual rental revenues from expected amounts or increases in operating expenses, among other factors, could result in our inability to meet all of our cash obligations. Any decrease in rental revenues will reduce, and possibly eliminate, the amount of cash available for distribution to the limited partners, since operating expenses related to the Partnership’s real estate investments, such as property taxes, utility costs, maintenance, insurance and debt service, do not decrease, and others, such as advertising and promotion, may increase if gross rentals decrease. If the cash flow from a real estate investment is not sufficient to meet its operating expenses and debt service or other obligations, the Partnership may have to borrow additional funds or require additional capital to protect investments, or the real estate investment may need to be sold in a bad market or on disadvantageous terms. It might also incur delays in collecting rents and enforcing our rights as landlord and might incur substantial legal costs which would reduce, and possibly eliminate, the amount of cash available for distribution to the limited partners.

Due diligence on real property investments may not reveal all conditions that may decrease the value of the real property or its development.

Regardless of the thoroughness of the due diligence process, not all circumstances affecting the value of real property can be ascertained through the due diligence process. If the due diligence materials provided to the Partnership and its advisors are inaccurate, if the Partnership does not sufficiently investigate or follow up on matters brought to its attention as part of the due diligence process, or if the due diligence process failed to detect material facts that impact the value determination, then the Partnership may overpay to acquire the real property or acquire the real property subject to defects, either of which may adversely affect the value of the real property and result in significant losses to the Partnership or cause the real property or the real property’s performance, to suffer. Results of third-party inspections during diligence may be inaccurate, and the possibility exists that the capital needs to develop and operate the real property may be materially different.

The Partnership may not be able to sell its real property investments on desirable terms.

Real estate investments are generally illiquid and cannot be sold quickly. If the Partnership elects to sell a given real property investment, it may not be able to do so, or may only be able to do so at a lower than anticipated sales price, due to changes in economic or other conditions and reductions in the number of potential buyers. The Partnership’s inability to respond quickly to adverse changes in the performance of a given real property investment or changes in general economic conditions impacting such real property investment could have an adverse effect on the Partnership and its ability to make distributions to the limited partners.

There can be no assurance of when a given real property investment will be sold or the terms of any such sale, or any assurances that there will be an adequate pool of potential buyers. The prices that can be obtained on the sale of a real property investment will depend on many factors that are presently unknown, including the operating history, tax treatment of the real estate investment, demographic trends in the area and available financing. There is a risk that the Partnership may not realize any significant appreciation on its investment in a given real property investment.

The market for rental real estate is very competitive and some competitors may have substantially greater financial resources than the Partnership.

In recent years, a significant number of rental developments and redevelopments have been commenced and/or completed in the markets the Partnership intends to target for its real estate investments, and this increased development activity may continue in the future. The Partnership expects strong existing competition and that competition will continue to increase from new market entrants, some of whom may have substantially greater financial resources than the Partnership. These competing properties may also be better located or more attractive to tenants for a variety of reasons. The competing properties may have lower rates of occupancy than the Partnership’s real estate investments, which may result in competing owners offering available rental properties at lower rents than offered, or that were projected to be offered, at the Partnership’s real estate investments. If competition continues to increase, the Partnership’s ability to generate net income from its real estate investments and make distributions to its limited partners may be adversely affected.

The results of the Partnership’s operations and the Partnership’s financial condition will be significantly dependent on the economic conditions and the demand for rental housing development in the markets where the Partnership’s real estate investments are located.

The Partnership’s real estate investments will be susceptible to adverse developments in the market for rental housing. Such adverse developments could include oversupply of or reduced demand for residential apartments or homes; declines in property values; changing demographics; infrastructure quality; increases in real estate and other taxes; costs of complying with state, local and federal government regulations or increased regulation, and other factors. There can be no assurance as to the growth of the local or national economy or the future performance of the Partnership’s real estate investments and, in turn, the Partnership’s future performance.

Costs of complying with governmental laws and regulations may reduce income from a real estate investment and cash available for distribution.

Real property and the operations conducted on real property are subject to federal, provincial, state and local laws and regulations relating to, among other things, environmental protection, human health and safety, access by persons with disabilities, and taxation. The Partnership, the Partnership’s special purpose entities or their control persons could be subject to liability in the form of fines or damages for noncompliance with these laws and regulations, even if the Partnership, special purpose entity, or their control persons did not cause the event or events resulting in liability. Such liabilities could exceed the value of the property.

The presence of hazardous substances or the failure to properly remediate these substances may hinder the ability to sell or rent real property. Any material expenditures, fines, or damages that must be paid will reduce the Partnership’s ability to make distributions.

The Partnership’s real estate investments must be operated in compliance with legal requirements including fire and safety regulations, building codes, and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to such real property investments. Substantial capital expenditures may be necessary in order to comply with those requirements, and these expenditures could adversely affect the Partnership’s ability to make distributions to the limited partners.

Insurance coverage may not be adequate to cover all losses.

The Partnership will obtain insurance coverage of the type and in the amount customarily obtained by owners of properties similar to acquired real properties, including comprehensive casualty insurance, liability and fire and extended coverage, in amounts sufficient to permit replacement in the event of a total loss, subject to applicable deductibles. There are certain types of losses, however, generally of a catastrophic nature, resulting from, for example, floods, tornadoes, and terrorist acts, that may be uninsurable or that may not be economically insurable. Inflation, changes in building codes and ordinances, environmental considerations, provisions in loan documents encumbering the real property and other factors also might make it economically impractical to use insurance proceeds to replace improvements if they are damaged or destroyed.

The availability of insurance coverage may decrease and the prices for insurance may increase as a consequence of significant losses incurred by the insurance industry. As a result, it may not be feasible to renew or duplicate current insurance coverage in adequate amounts or at reasonable prices. In addition, insurance companies may no longer offer coverage against certain types of losses, such as losses due to terrorist acts and toxic mould, or, if offered, the expense of obtaining these types of insurance may not be justified. Failure to maintain the required amounts of insurance coverage could result in a violation of insurance covenants in connection with debt obligations. The Partnership’s real property investments may cease to have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available. If an uninsured loss or a loss in excess of insured limits occurs, the Partnership could lose all or a portion of the capital it has invested in the underlying real property, as well as the anticipated future revenue from such real estate, but still remain obligated for financial obligations related to the real property, including debt.

The Partnership cannot guarantee that material losses in excess of insurance proceeds will not occur in the future. Catastrophic losses could result in serious disruptions of operations, delays in revenue, and large expenses to repair or rebuild improvements on the Partnership’s real property investments. Also, due to inflation, changes in codes and ordinances, environmental considerations and other factors, it may not be feasible to use insurance proceeds to replace a building after it has been damaged or destroyed. Events such as these could adversely affect results of operations and the ability of the Partnership to make distributions.

Investments are in real property whose value can fluctuate.

Investment in real estate is subject to numerous risks, including the highly competitive nature of the real estate industry, changes in general or local conditions, failure of tenants to pay rent, changes in neighbourhood property values, interest rates, availability of mortgage funds, increases in real estate tax rates and other operating expenses, the possibility of competitive overbuilding and of the inability to obtain full occupancy of the properties, governmental rules and fiscal policies, including rent control legislation, which limit potential rent increases, and other events and factors which are beyond the control of the Partnership.

General risks associated with acquiring real property.

The Partnership intends to acquire properties selectively. The acquisition of properties entails risks that investments will fail to perform in accordance with expectations. In undertaking such acquisitions, the Partnership will incur certain risks, including the expenditure of funds on, and the devotion of management’s time to, transactions that may not come to fruition. Additional risks inherent in acquisitions include risks that the properties will not achieve anticipated occupancy levels and that estimates of the costs of improvements to bring an acquired property up to standards established for the market position intended for that property may prove inaccurate.

General risks associated with the ownership of real property.

All real property investments are subject to a degree of risk and uncertainty. Property investments are affected by various factors including general economic conditions, local real estate markets, demand for leased premises, competition from other available premises and various other factors. The value of real property and any improvements thereto may also depend on the credit and financial stability of the tenants. Distributable cash flow will be adversely affected if a significant number of tenants of the Properties were to become unable to meet their obligations under their leases or if a significant amount of available space in the Properties is not able to be leased on economically favorable lease terms. A prolonged deterioration in economic conditions could increase and exacerbate the foregoing risks. The failure to rent unleased space on a timely basis or at all would likely have an adverse effect on the Partnership’s financial condition.

Acquisition Risk

The Partnership intends to acquire properties selectively. The acquisition of properties entails risks that investments will fail to perform in accordance with expectations. In undertaking such acquisitions, the Partnership will incur certain risks, including the expenditure of funds on, and the devotion of management’s time to, transactions that may not come to fruition. Additional risks inherent in acquisitions include risks that the properties will not achieve anticipated occupancy levels and that estimates of the costs of improvements to bring an acquired property up to standards established for the market position intended for that property may prove inaccurate.

Additional real estate investment risks.

The real estate rental properties may not generate sufficient funds to service the mortgage financing taken out in respect of them. If a default occurs, a property could be foreclosed upon. Indebtedness with variable interest rates will result in fluctuations in the cost of borrowing.

Certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges must be made throughout the period of ownership of real property regardless of whether a property is producing any income. Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relationship with demand for and the perceived desirability of such investments. Such illiquidity will tend to limit the ability of the Partnership to vary its portfolios promptly in response to changing economic or investment conditions. If for whatever reason, liquidation of assets is required, there is a risk that sales proceeds realized might be less than the current book value of the investments or that market conditions would prevent prompt disposition of assets.

The Partnership will be responsible for operating and/or maintaining the projects in which it invests and, while it will attempt to mitigate any associated operating and capital cost risk by entering long-term, fixed-fee contracts with qualified and creditworthy service providers, there can be no assurance that it will be successful in doing so.

The Investments will be held on a pool basis such that as an investment is liquidated the General Partner may, in its discretion, determine to hold and reinvest the proceeds in replacement investments in the portfolio. This will particularly be the case for mortgage investments. Gains from real estate investments may be distributed at realization allowing some earlier recognition of returns, although less of a portfolio will be dedicated to the real estate. The expected gains in value will be used to enhance investor returns.

Operational Risks

Operational risk is the risk that a direct or indirect loss may result from an inadequate or failed technology, from a human process or from external events. The impact of this loss may be financial loss, loss of reputation or legal and regulatory proceedings. The Partnership endeavours to minimize losses in this area by ensuring that effective infrastructure and controls exist. These controls are constantly reviewed and if deemed necessary improvements are implemented.

Litigation Risks
In the normal course of the Partnership’s operations, whether directly or indirectly, it may become involved in, named as a party to or the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions. The outcome with respect to outstanding, pending or future proceedings cannot be predicted with certainty and may be determined in a manner adverse to the Partnership and as a result, could have a material adverse effect on the Partnership’s assets, liabilities, investments, financial condition and results of operations. Even if the Partnership prevails in any such legal proceeding, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from the Partnership’s investment operations, which could have a material adverse effect on the Partnership’s investments, cash flows, financial condition and results of operations, and ability to make distributions to Unitholders.

Mortgage Risks

Some of the debt invested in will have a subordinate position as to the security held. This can increase the risk of recovery and of control.

Borrower Default
If a Borrower fails to repay, the Partnership would seek to recover by selling the collateral and passing the proceeds on to the Units. The secured nature of an investment asset does not, however, mean that repayment of such is assured because the amount owed outstanding may exceed the property’s net sale proceeds. Where appropriate the Partnership will also look to rely upon the personal guarantees from the Borrower or others to ensure the loan is fully repaid.

Sometimes, Borrowers require some flexibility. For example, they might warn the Partnership of an issue that could make them late on an interest payment (perhaps a delay in obtaining planning permission from a city or town council that has tied up their cash flow for longer than anticipated), or they tell the Partnership that they may not exit the loan within the prescribed term (perhaps the sale of the property has been delayed). If having assessed the facts and the evidence provided, the Partnership is comfortable with the delay, the Partnership may allow the Borrower to defer payment to a later date pursuant to an acceptable extension agreement. However, if the Borrower fails to make payments, an Investor may not receive the investment income as its capital is at risk and repayments are not guaranteed by the Agent or any of its affiliates or related entities.

Financial crime risk

While every effort will be made to verify the identity of a borrower and the existence and validity of security held, financial crimes are increasingly prevalent and may pose a risk of loss on loans made.

The Partnership Risks

The Partnership Specific Risks
the Partnership’s limited operating history means that the Partnership’s investment in the Partnership may be negatively affected by unintended or known certainties, risks or expenses.

Pricing Risk
the Partnership’s underwriting has not been tested through an entire credit cycle. In the event economic conditions deteriorate defaults on corresponding Investments may increase. Investment default rates may be significantly affected by economic downturns or general economic conditions beyond its control and beyond the control of Borrowers. In particular, default rates may increase due to factors such as prevailing interest rates, the rate of economic growth, the level of consumer confidence, commercial real estate values, the value of the Canadian dollar, energy prices, changes in consumer spending, and other factors.

Competition Risk

The alternative investing market in Canada is hyper-competitive. The small and mid-business market is competitive and rapidly changing. With the introduction of new technologies and the influx of new entrants, the Partnership expects competition to the Partnership’s investments to persist and intensify in the future, which could harm the ability to increase Investment volume. The Partnership’s principal competitors include major banking institutions, credit unions, credit card issuers and other finance companies, as well as other peer-to-peer investing platforms. Competition could result in reduced volumes, reduced fees or the failure of the Platform to achieve or maintain more widespread market acceptance, any of which could harm the Partnership’s investments. Some of the Partnership’s current or potential competitors have significantly more financial, technical, marketing and other resources than the Partnership does and may be able to devote greater resources to the development, promotion, sale and support of their platforms and distribution channels. These potential competitors may also have longer operating histories, more extensive customer bases, greater brand recognition and broader customer relationships than the Partnership. These competitors may be better able to develop new products, respond quickly to new technologies and to undertake more extensive marketing campaigns. The industry is driven by constant innovation. If the Partnership is unable to compete with such competitors and meet the need for innovation, the demand for the Partnership’s services could stagnate or substantially decline.

Loan Servicing Risk

In the event that the Partnership becomes insolvent, it may take several months for a loan administrator to facilitate the flow of repayments between the Borrowers and Investors. If the Partnership becomes insolvent, the Partnership will assist the loan administrator in servicing its obligations. The replacement loan administrator may impose additional servicing fees, reducing the amounts available for payments on the Units.

Data/Privacy Breach Risk

A security vulnerability that results in a data or privacy breach may introduce significant complications to servicing and maintaining accurate records.

Human Capital Risk

Competition for skilled finance employees in Canada is intense. The Partnership may not be able to recruit and retain skilled employees who are needed to support its activities. The Partnership may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Many of the companies with which the Partnership competes for experienced employees have greater resources and may be able to offer more attractive terms of employment. In addition, the Partnership invests significant time and expense in training its employees, which increases their value to competitors who may seek to recruit them. If the Partnership fails to retain its employees, it could incur significant expenses in hiring and training their replacements and the quality of services and ability to serve Borrowers and Investors could diminish, resulting in a material adverse effect on the business.

Cybersecurity Risk

the Partnership’s ability to service the Investments or maintain accurate accounts may be adversely affected by computer viruses, physical or electronic break-ins and similar disruptions.

There may be risk of fraud or loss from cyber security incidents.

Lending Industry Risks

Regulatory Risk
Non-compliance with laws and regulations may impair the ability to arrange or service Investment Opportunities. Generally, failure to comply with the laws and regulatory requirements applicable to the business may, among other things, limit our, or a collection agency’s, ability to collect all or part of the principal or interest on the Investments and, in addition, could subject the Partnership to damages, revocation of required licenses or other authorities, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm the Partnership’s business and ability to operate and may result in Borrowers rescinding their debt obligations.

Emerging Industry Risk

Alternative investing is an emerging industry in Canada and may become subject to increasing regulation over time. Complying with new regulations and additional compliance requirements may add significant costs to the Partnership’s investments. As the alternative financing industry in Canada grows, regulation of the industry will continue to develop. the Partnership will continue to be diligent in adapting the business model to new and changing regulations. However, in some circumstances, new regulations may impose material barriers and obstacles to operating the Partnership’s investments.